Williams Reaches Agreement with Corvex and Soroban

February 25, 2014 04:42 PM Eastern Standard Time

TULSA, Okla.--(BUSINESS WIRE)--Williams
(NYSE: WMB), Corvex Management LP (“Corvex”) and Soroban Capital
Partners LLC (“Soroban”) today announced that they have reached a mutual
agreement under which, subject to the terms and conditions of the
agreement, Eric Mandelblatt, Managing Partner of Soroban, will be
promptly appointed to the Williams Board of Directors, and Keith
Meister, Managing Partner of Corvex, or, at Mr. Meister’s option a
mutually-agreeable industry expert, will be appointed to the Williams
Board of Directors at the regularly scheduled November 2014 board
meeting.

The Williams Board will nominate Mr. Mandelblatt to stand for election
at the 2014 Annual Meeting of Stockholders and will nominate both Mr.
Mandelblatt and Mr. Meister, or, at Mr. Meister’s option a
mutually-agreeable industry expert, to stand for election at the 2015
Annual Meeting of Stockholders.

Corvex and Soroban have agreed to a customary standstill provision and
certain individual and aggregate minimum share ownership requirements.
In addition, Corvex and Soroban have agreed not to solicit proxies in
connection with the 2014 Annual Meeting or any other annual meeting
while their designees are on the Williams Board, and to vote their
shares in support of all of the Board's director nominees at those
meetings.

Frank T. MacInnis, Chairman of the Williams Board of Directors, said:
“Williams has a longstanding policy of open communications with its
shareholders and welcomes input toward our goal of enhancing value.
Williams, Corvex and Soroban have engaged in numerous discussions
related to the company’s strategic plan to drive continued value
creation, and we are pleased to have reached this agreement.”

Alan Armstrong, President and Chief Executive Officer, said: “Creating
stockholder value is the top priority of the Williams Board. To that
end, we appreciate the confidence that Corvex and Soroban have
demonstrated in Williams via their substantial investments. We look
forward to working with them as we continue to execute our short and
long-term plans and create sustainable stockholder value.”

“I am delighted to join the Board of Williams, a company I have followed
closely for the past 16 years,” said Mr. Mandelblatt. “This is an
exciting time in the midstream energy industry in North America and we
believe Williams has among the industry’s best assets with which to
realize the significant growth opportunities that lie ahead. We believe
Williams is uniquely positioned to continue its high rate of dividend
growth through the end of the decade driven by its high quality existing
assets and recent investments made in strategic areas where the cash
flow growth is poised to positively inflect in coming years. We look
forward to working with Alan, the Board and management to capture the
full scale of this once in a generation opportunity.”

Mr. Meister said, "We collectively have over $2.5 billion invested in
Williams reflecting what we believe is a truly special investment
opportunity. Williams is a strong company with an attractive strategic
position in an industry with powerful growth tailwinds. We believe the
Company presents tremendous opportunities for future value creation
under Alan’s leadership. Like Eric, we look forward to working with Alan
and the Board to unlock the exceptional value inherent in this company.”

The complete agreement between Williams and Corvex and Soroban will be
filed in a Form 8-K with the Securities and Exchange Commission.

Barclays is serving as financial adviser to Williams and Cravath, Swaine
& Moore LLP is serving as its legal adviser. Akin Gump Strauss Hauer &
Feld LLP is serving as legal adviser to Corvex and Soroban.

About Soroban and Eric Mandelblatt

Soroban Capital Partners LLC (“Soroban”) is a New York-based investment
firm with over $5 billion in assets under management. The firm invests
primarily in global equities, utilizing deep fundamental research to
generate multi-year points-of-view on industries and companies. Eric
Mandelblatt is the Managing Partner and Chief Investment Officer of
Soroban. Prior to founding Soroban, Mr. Mandelblatt was one of the
Founding Partners and portfolio managers of TPG-Axon Capital, a
multi-billion dollar global investment firm. Mr. Mandelblatt started his
career at Goldman Sachs & Co. where he held a number of positions within
the Equities Division, including as an equity research analyst covering
The Williams Companies, Inc. among other companies. Mr. Mandelblatt
currently serves as a board member of the Ronald McDonald House New York
City and the University of Florida Investment Corporation.

About Corvex and Keith Meister

Corvex Management LP (“Corvex”) is a fundamental based, value-oriented
investment firm with over $5 billion in assets under management. Corvex
focuses on investing in high quality, US businesses under-going change
in industries with positive secular tailwinds. Keith Meister currently
serves as Managing Partner and Chief Investment Officer of Corvex where
he oversees all aspects of the firm’s operations. Prior to founding
Corvex, Mr. Meister served from June 2002 to August 2010 in a range of
leadership roles within the organization headed by Carl C. Icahn,
including as Chief Executive Officer and Vice Chairman of Icahn
Enterprises LP (NYSE: IEP). Mr. Meister has previously served as a
director of numerous companies including: Icahn Enterprises, Motorola
Mobility, Motorola Inc., XO Holdings, Federal Mogul, American Railcar,
ADT, and Ralcorp.

About Williams (NYSE: WMB)

Williams is one of the leading energy infrastructure companies in North
America. It owns interests in or operates 15,000 miles of interstate gas
pipelines, 1,000 miles of NGL transportation pipelines, and more than
10,000 miles of oil and gas gathering pipelines. The company's
facilities have daily gas processing capacity of 6.6 billion cubic feet
of natural gas, NGL production of more than 200,000 barrels per day and
domestic olefins production capacity of 1.35 billion pounds of ethylene
and 90 million pounds of propylene per year. Williams owns approximately
64 percent of Williams
Partners L.P. (NYSE: WPZ), one of the largest diversified energy
master limited partnerships. Williams Partners owns most of Williams'
interstate gas pipeline and domestic midstream assets. Williams also
owns Canadian operations and certain domestic olefins pipelines assets,
as well as a significant investment in Access
Midstream Partners, L.P. (NYSE: ACMP), a midstream natural gas
services provider. The company's headquarters is in Tulsa, Okla. For
more information, visit www.williams.com,
where the company routinely posts important information.

Portions of this document may constitute “forward-looking statements”
as defined by federal law.Although the company believes any such
statements are based on reasonable assumptions, there is no assurance
that actual outcomes will not be materially different.Any such
statements are made in reliance on the “safe harbor” protections
provided under the Private Securities Reform Act of 1995.Additional
information about issues that could lead to material changes in
performance is contained in the company’s annual reports filed with the
Securities and Exchange Commission.